Ingredients

Directions

1.Arrange pear slices in rows in a greased 13-in. x 9-in. baking dish; set aside. In a large saucepan, melt the caramels with a 1/2 cup water; stir in butter until smooth. Pour over pears.

2. In a large bowl, combine the cake mix, eggs, oil and remaining water; beat on low speed for 30 seconds. Beat on medium for 2 minutes. Pour over the caramel layer.

3. Bake at 350° for 45-50 minutes or until a toothpick inserted near the center of cake comes out clean. Cool for 5 minutes before inverting onto a serving platter. Serve with whipped cream.
Yield: 12-16 servings.